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Contract analysis / letter-bower-to-cho-coordination-protocol.docx
letter-bower-to-cho-coordination-protocol.docx
High · 2
Medium · 4
Standard · 1
1. Background and Context
Medium
⚑ Assignment / subcontracting
1. Background and Context To ensure that we are operating from a shared understanding, I will briefly recite the key events that have given rise to the current engagement structure. As you know, Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund, has launched an aggressive campaign seeking representation on the AGMG Board. Corvus Peak initially disclosed its position in the Company by filing a Sc
2. Scope of Respective Engagements
Medium
⚑ Liability cap to check against exposure
2. Scope of Respective Engagements To ensure clarity and avoid overlap, I set forth below the scope of each firm's engagement as currently defined. 2.1 Calderwood & Harkness LLP — Independent Board Governance Counsel The scope of Calderwood & Harkness's engagement is defined by the engagement letter dated March 12, 2024, which was addressed to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair.
3. Areas Requiring Coordinated Effort
Medium
⚑ Confidentiality undertaking
3. Areas Requiring Coordinated Effort Certain workstreams will necessarily require collaboration and coordination between our two firms. In these areas, it is particularly important that we establish clear protocols to ensure that our respective contributions are complementary rather than duplicative, and that the client receives consistent and coherent advice. I address each of the key overlapping workstreams below.
4. Communication Protocols
High
⚑ Non-compete / exclusivity restraint
4. Communication Protocols Effective coordination requires clear communication channels and established routines. I propose the following communication protocols for the duration of our concurrent engagements. 4.1 Primary Points of Contact The primary points of contact for each firm and for the client are as follows: Calderwood & Harkness LLP: • Partner-level: Nathaniel Bower (nbower@calderwoodharkness.com; direct: (
5. Conflict Avoidance
High
⚑ Non-compete / exclusivity restraint
5. Conflict Avoidance The dual-counsel structure in place for AGMG is a recognized and accepted practice in the context of activist campaigns and governance-sensitive situations. Its purpose is not to create an adversarial dynamic between the two firms, but to ensure that the Board receives the independent advice it needs while the Company continues to benefit from Ashworth Velmoran's institutional knowledge and expe
6. Billing and Cost Efficiency
Standard
⚑ Commercial term
6. Billing and Cost Efficiency The Board has expressed a reasonable expectation that the dual-counsel structure will not result in unnecessary duplication of legal fees. Both firms should take care to avoid duplicating each other's work, particularly in the overlapping areas identified in Section 3 of this letter. Where joint work is required — for example, on proxy statement content or the DGCL § 220 response — the
7. Confidentiality
Medium
⚑ Confidentiality undertaking
7. Confidentiality All information shared between the firms in connection with this matter is subject to the protections of the attorney-client privilege and the attorney work product doctrine. Both firms have an obligation to maintain the confidentiality of all information received in connection with their respective engagements, including information shared between the firms pursuant to this coordination protocol.
8. Duration and Modification
8. Duration and Modification This coordination protocol is effective as of March 19, 2024, and will remain in effect for the duration of both firms' concurrent engagements with AGMG. If either firm's engagement terminates or if the scope of either engagement changes materially, this protocol should be revisited and revised as appropriate. Either firm may propose modifications to this protocol at any time by providing